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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 30, 1997
SDW HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 033-88496-01 13-3795926
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(State or Other (Commission
Jurisdiction of File Number) (IRS Employer Identification No.)
Incorporation)
2700 Westchester Avenue 10577-2544
Purchase, NY ------------------------
- ------------------------------- (Zip Code)
(Address of Principal Executive
Offices)
(914) 696-0021
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(Registrant's telephone number, including area code)
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Page 1 of 5
Exhibit Index on page 4
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Item 5. Other Events.
On July 30, 1997, SDW Holdings Corporation, an indirect
majority-owned subsidiary of Sappi Limited, entered into a Merger
Agreement with SDW Acquisition II Corporation, also an indirect
subsidiary of Sappi Limited, which was approved by written consent of
the holders of a majority of the outstanding shares of common stock of
SDW Holdings and SDW Acquisition. A copy of the Company's press
release dated July 30, 1997, describing certain aspects and expected
results of the merger contemplated by the Merger Agreement, is
attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99) - Press Release of SDW Holdings Corporation dated July 30, 1997.
Page 2 of 5
Exhibit Index on page 4
<PAGE>
SIGNATURE
Pursuant to the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on July 30, 1997.
SDW HOLDINGS CORPORATION
By: /s/ W. E. Hewitt
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Name: W. E. Hewitt
Title: Vice President
Page 3 of 5
Exhibit Index on page 4
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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99 Press Release of SDW Holdings
Corporation dated July 30,1997 5
Page 4 of 5
EXHIBIT 99
SDW HOLDINGS CORPORATION
2700 Westchester Avenue
Purchase, New York 10577-2554
FOR IMMEDIATE RELEASE
Purchase, New York, July 30, 1997. On July 30, 1997,
SDW Holdings Corporation, an indirect majority-owned subsidiary
of Sappi Limited, entered into a Merger Agreement with SDW
Acquisition II Corporation, also an indirect subsidiary of Sappi
Limited, which was approved by the holders of a majority of the
outstanding shares of common stock of SDW Holdings and SDW
Acquisition. Pursuant to the Merger Agreement and subject to the
satisfaction or waiver of certain important conditions, SDW
Acquisition will be merged with and into SDW Holdings, with SDW
Holdings continuing as the surviving corporation in the Merger.
It is expected that the Merger will be consummated on or about
September 5, 1997; however, there can be no assurance that the
conditions to the Merger will be satisfied or waived.
Under the terms of the Merger, each issued and
outstanding share of SDW Holdings common stock (other than shares
held by Sappi Limited and its affiliates and certain shares which
Sappi Limited has the right to acquire) will be converted into
the right to receive $17.60 per share in cash. As a result, each
outstanding Class A Warrant of SDW Holdings will become
exercisable for $5.2708 in cash, and each outstanding Class B
Warrant will become exercisable for $17.60 in cash, in each case
upon payment of the exercise price and satisfaction of the other
terms and conditions of the related warrant agreement.
Additionally, each issued and outstanding share of SDW Holding's
15% Senior Exchangeable Preferred Stock will remain outstanding,
without amendment.
As a result of the Merger, Sappi will indirectly own or
have the right to acquire 100% of SDW Holdings' common equity.
Page 5 of 5
